DEF 14A of Southern Copper Corp/
Filed Apr 12, 2024 · FY20230001558370-24-005033
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Ten nominees are proposed for election by you at the annual meeting. The nominees to be voted on by you are Messrs. Vicente Ariztegui Andreve, Javier Arrigunaga, Enrique Castillo Sánchez Mejorada, Leonardo Contreras Lerdo de Tejada, Oscar González Rocha, Germán Larrea Mota-Velasco, Luis Miguel Palomino Bonilla, Gilberto Perezalonso Cifuentes, Carlos Ruiz Sacristán and Jose Pedro Valenzuela Rionda. All of the nominees, except for Messrs. Arrigunaga and Valenzuela Rionda, are currently serving as directors of the Company. Our Certificate requires the Board of Directors to include a certain number of special independent directors. A special independent director is a person who (i) satisfies the independence standards of the NYSE (or any other exchange or association on which the Common Stock is listed) and (ii) is nominated by a Special Nominating Committee of the Board of Directors. The Special Nominating Committee, composed of Messrs. Luis Miguel Palomino Bonilla, Carlos Ruiz Sacristán (each a “Special Designee”), and Leonardo Contreras Lerdo de Tejada (the “Board Designee”), has nominated Messrs. Luis Miguel Palomino Bonilla, Gilberto Perezalonso Cifuentes, and Carlos Ruiz Sacristán as special independent directors. The Board of Directors at its meeting held on January 25, 2024, endorsed the selection of special independent directors made by the Special Nominating Committee, and also selected Messrs. Vicente Ariztegui Andreve and Enrique Castillo Sánchez Mejorada as our fourth and fifth independent directors. At its meetings held on April 1, 2024, and April 10, 2024, the Board of Directors approved the nominations of Messrs. Javier Arrigunaga and Jose Pedro Valenzuela Rionda as our sixth and seventh independent directors. For further information, please see the section on “Special Independent Directors/Special Nominating Committee.” The Board of Directors considers and recruits candidates from all sources, including nominations recommended by stockholders, to fill the positions on the Board of Directors taking into account the Board of Directors’ current composition and core competencies, and the needs of the Board as a whole. The composition, skills and needs of the Board of Directors change over time and will be considered in establishing the profile of desirable candidates for any specific opening on the Board. Recommendations for director nominees should be sent in writing to our Secretary (see “Proposals and Nominations of Stockholders” below). The Board of Directors applies selection criteria for Board membership that require that Board members possess, among other personal characteristics, integrity and accountability, high ethical standards, financial literacy for the members serving on the Audit Committee, high performance standards and business competency, informed judgment, mature confidence, an open mind, intelligence and judgment, sufficient time to devote to Company matters, and a history of achievement. Additionally, special independent directors must satisfy the independence requirements of the NYSE Listed Company Manual (or any other exchange or association on which the Common Stock is listed). The Board of Directors applies the same selection criteria for the evaluation of candidates from all sources. To adequately fulfill the Board’s complex roles, from overseeing the audit and monitoring managerial performance to responding to rapidly changing market conditions, a host of core competencies need to be represented on the Board. The Board possesses the required Board core competencies, with each member contributing knowledge, experience and skills in one or more areas, including accounting and finance, management, business judgment, industry knowledge, international markets, leadership, strategy and vision, and crisis response. The Board of Directors also considers diversity in identifying candidates to fill positions on the Board. We believe that our current Board is diversified as it includes individuals from different professional backgrounds, with different viewpoints, professional experience, education, skills, and other individual qualities and attributes that augment the talents of management to operate the business of the Company and accomplish the primary goal of maximizing stockholder value, while observing ethical standards and adhering to the laws of the jurisdictions wherein it operates. Our Board of Directors conducts an annual evaluation in order to determine whether it and its committees are functioning effectively. As part of this annual self-evaluation, the Board of Directors evaluates whether the Board’s current policy on diversity continues to be optimal for SCC and its stockholders. Each nominee has consented to being named in this proxy statement and to serve if elected. Proxies in the enclosed form received by us will be voted by us, unless authority is withheld, for the election of the nominees named below. If any nominee should be unavailable for election, such proxies will be voted by us for another individual chosen by the Board of Directors as a substitute for the unavailable nominee. If, however, any other matter properly comes before the annual meeting, we intend that the accompanying proxy will be voted thereon in accordance with the judgment of the persons voting such proxy.
NOMINEES FOR ELECTION AS DIRECTORS
NOMINEES FOR ELECTION AS DIRECTORS The following ten individuals have been nominated for election to the Board of Directors.
NOMINEES FOR ELECTION AS DIRECTORS
| Germán Larrea Mota-Velasco | | | | Non-Independent Director & Chairman of the Board | Director since: | 1999 | | Age: 70 | Committees: | Corporate Governance, Compensation and | | Career Highlights: | | Executive Committees | | Mr. Larrea has been Chairman of the Board of Directors since December 1999 and was Chief Executive Officer from December 1999 to October 2004. He has been Chairman of the board of directors, President and Chief Executive Officer of Grupo México, S.A.B. de C.V. (“Grupo Mexico”) (holding) since 1994. Mr. Larrea has been Chairman of the board of directors and Chief Executive Officer of Grupo Ferroviario Mexicano, S.A. de C.V. (railroad company) since 1997. Mr. Larrea was previously Executive Vice Chairman of Grupo Mexico and has been member of the board of directors since 1981. He is also Chairman of the board of directors and Chief Executive Officer of Empresarios Industriales de México, S.A. de C.V. (“EIM”) (holding) and Fondo Inmobiliario (real estate company), since 1992. Mr. Larrea presides over every Board meeting and since 1999 has been contributing to the Company his education, his leadership skills, industry knowledge, strategic vision, informed judgment and over 20 years of business experience, especially in the mining sector. As Chairman and Chief Executive Officer of Grupo Mexico, of Grupo Ferroviario Mexicano, S.A. de C.V. and of EIM, a holding company engaged in a variety of business, including mining, construction, railways, real estate, and drilling, he brings to the Company a valuable mix of business experience in different industries. | | |
NOMINEES FOR ELECTION AS DIRECTORS
| Oscar González Rocha | | | | Non-Independent Director, President & Chief Executive Officer | Director since: | 1999 | | Age: 86 | Committees: | Corporate Governance, Compensation and | | Career Highlights: | | Executive Committees | | Mr. González Rocha has been our President since December 1999 and our President and Chief Executive Officer since October 21, 2004. Mr. González Rocha has been Chief Executive Officer and director of Asarco LLC (integrated U.S. copper producer), an affiliate of the Company, since August 2010 and President, Chief Executive Officer of Americas Mining Corporation (“AMC”) a holding company of Grupo Mexico, since 2015. Previously, he was the President, General Director and Chief Operating Officer of Minera Mexico S.A. de C.V. from December 1999 to October 20, 2004. Mr. González Rocha has been a director of Grupo Mexico since 2002. He was General Director of Mexicana de Cobre, S.A. de C.V. from 1986 to 1999 and of Buenavista del Cobre, S.A. de C.V. (formerly Mexicana de Cananea, S.A. de C.V.) from 1990 to 1999. He was an alternate director of Grupo Mexico from 1988 to April 2002. Mr. González Rocha is a civil engineer with a degree from the Autonomous National University of Mexico (“UNAM”) in Mexico City, Mexico. Mr. González Rocha is a civil engineer by profession and a businessman with over 40 years of experience in the mining industry. He has been associated with our Mexican operations since 1976. His contributions to the Company include his professional skills, his leadership, an open mind and a willingness to listen to different opinions. Mr. González Rocha has proven his ability to deal with crises to lessen negative impacts to the Company. His devotion of time to the Company and his hands-on management of the operations in Mexico and Peru contribute to his effective leadership of the Company. Mr. González Rocha has been recognized as Copper Man of the Year 2015 and was inducted into the American Mining Hall of Fame in December 2016 in Tucson, Arizona and into the Mexican Mining Hall of Fame in October 2017 in Guadalajara, Mexico. | | |
NOMINEES FOR ELECTION AS DIRECTORS
| Vicente Ariztegui Andreve | | | | Independent Director | Director since: | 2018 | | Age: 70 | Committees: | Audit, Sustainability and Executive Committees | | Career Highlights: | | | | Mr. Ariztegui Andreve is Managing Director and Chairman of Aonia Holding, a wholly owned private investment firm he founded in 1989. Aonia has made investments in the following industries: gold mining, global commodity trading, retailing (e.g., dutyfree shops), infrastructure (e.g. airport terminal operation), asset management and real estate. Over the last five years, Mr. Ariztegui has continued to invest in private entities, aside from managing his real estate holdings. Mr. Ariztegui Andreve worked as a Corporate Banker and Vice President of international operations and trade finance for Citibank in New York and Mexico City (1979-1987). He founded and was President and Chief Executive Officer of MK Metal Trading, a global based metal and mineral-copper, zinc, lead, gold and silver concentrates-trading company. After 18 years in business (1994-2012), he sold MK Metal Trading to a larger global trader (i.e., Ocean Partners Holdings Limited). Mr. Ariztegui Andreve currently serves as a member of the Board of Directors of a few non-public companies: InverCap Holding (pension fund manager), Alvamex (international storage and logistics), ALTUM (senior secured private debt manager). He is a former director of Dufry AG (leading global retailer and airport duty free operator), Latin American Airport Holdings (airport infrastructure and terminal operator), Satelites Mexicanos (SATMEX Satellite operator in Mexico), Banco Mexicano (Banking), Grupo Financiero Inverlat (financial services), Minera Santa Gertrudis (gold mining), University Club of Mexico and Club de Golf Chapultepec. During the last five years, Mr. Ariztegui has not served as a director of any US public company. Mr. Ariztegui Andreve became a member of the Audit Committee on July 22, 2021, and founding Chairman of the Sustainability Committee on July 21, 2022. He is one of our “Audit Committee Financial Experts”, as the term is defined by the SEC. He brings to the Company his education in finance, from his academic studies (Wharton MBA) and his vast experience in business in the financial (e.g., his tenure as corporate banker at Citibank), mining, and commercial fields. He also adds to the Board of Directors his leadership experience and expertise attained through his participation as a director of other companies. | | |
NOMINEES FOR ELECTION AS DIRECTORS
| Javier Arrigunaga | | | | Independent Director Nominee | Director since: | Nominee | | Age: 60 | Committees: | None | | Career Highlights: | | | | Mr. Javier Arrigunaga is the managing director of Xokan S.C., a financial advisory firm, since 2014 and Chairman of the Board of Grupo Aeromexico S.A. de C.V. since 2015 and a director thereof since 2007. He was Chairman of Aeromexico’s Restructuring Committee through its successful Chapter 11 process during the Covid-19 pandemic until 2022. He is also a director and Chairman of the Audit Committee of El Puerto de Liverpool S.A. de C.V., Mexico’s largest department store since 2019 and a director and Chairman of the Nominations and Compensation Committee of Gentera S.A.B. de C.V., the largest microfinance bank of Latin America since 2015. Additionally, he serves on the Board of Directors of Dine S.A.B. de C.V. and Kuo S.A.B. de C.V. (Grupo DESC), a large real estate, industrial and resort development Mexican conglomerate since 2019 and a member of the technical committee of Casa de Bolsa GBM S.A. de C.V., a leading brokerage house in Mexico, since 2021. He is a member of the governing board of the Universidad Iberoamericana A.C., his Alma Mater (UIAC) since 2012 and a director of the Mexico City Bankers Club (Club de Banqueros) since 2013. Mr. Arrigunaga is on the advisory board of two philanthropies: Fundacion Haciendas del Mundo Maya, a foundation that fosters human and community development in the Yucatan Peninsula since 2018 and La Vaca Independiente, an organization devoted to education and environmental conservation since 2018. He is also a founding partner and director of Prestanomico S.A.P.I. de C.V., a Fintech specialized in lending as a service, since 2016. Mr. Arrigunaga was also the Chairman of the Mexican Bankers Association from 2013 to 2014. He was the Chief Executive Officer of Citi Banamex from 2010 to 2014, where he also held several senior positions since 2002. He was a member of the Citigroup Management Committee from 2011 to 2014. Additionally, he has served on the Board of Directors of the Mexican Stock Exchange from 2008 to 2010, Grupo Financiero Banamex S.A. de C.V. from 2010 to 2014, Casa de Bolsa Accival S.A. de C.V. from 2010 to 2014 and, the Mexican Banking and Securities Commission from 1993 to 1997. He is a founding member and was Chairman of the governing board of the Interactive Museum of Economy (MIDE) from 2006 to 2010. Mr. Arrigunaga holds a law degree from the Universidad Iberoamericana in Mexico City, Mexico and a Master of Laws (LLM) specialized in Corporate Law and Finance from Columbia University in New York, New York. Mr. Arrigunaga brings to the Board of Directors his informed judgment and his vast experience in business in the financial sector and his diversified business experience gained through his participation as a director of other companies. | | |
NOMINEES FOR ELECTION AS DIRECTORS
| Enrique Castillo Sánchez Mejorada | | | | Independent Director | Director since: | 2010 | | Age: 67 | Committees: | Audit and Compensation Committees | | Career Highlights: | | | | Mr. Castillo Sánchez Mejorada is our fifth independent director. From May 2013 to December 2020, Mr. Castillo Sánchez Mejorada was Senior Partner of Ventura Capital Privado, S.A. de C.V. (Mexican financial company). From October 2013 to April 2021, he was Chairman of the board of directors of Maxcom Telecomunicaciones, S.A.B. de C.V. (Mexican telecommunications company). From April 2011 to May 2013, Mr. Castillo Sánchez Mejorada was a senior advisor at Grupo Financiero Banorte, S.A.B. de C.V. (“GF Norte”) a financial holding institution that controls a bank, a broker dealer and other financial institutions in Mexico. From October 2000 to March 2011, Mr. Castillo Sánchez Mejorada was the Chairman of the board of directors and Chief Executive Officer of Ixe Grupo Financiero, S.A.B. de C.V., a Mexican financial holding company that merged into GF Norte in April 2011. In addition, from March 2007 to March 2009, Mr. Castillo Sánchez Mejorada was the President of the Mexican Banking Association (Asociación de Bancos de México). Currently, Mr. Castillo Sánchez Mejorada is Chairman of the Board of Banco Nacional de Mexico, S.A. (Citibanamex) and Chairman of the Board CBM Banco, S.A., one of the largest banks in Mexico, and member of the board of Grupo Financiero Citibanamex, where he serves as a member of the practices committee and audit committee. He serves as an independent director on the board of directors of (i) Grupo Herdez, S.A.B. de C.V., a Mexican holding company for the manufacture, sale and distribution of food products; (ii) Alfa, S.A.B. de C.V., a Mexico-based holding company that, through its subsidiaries, is engaged in the petrochemical and food processing sectors. Mr. Castillo Sánchez Mejorada also serves as a member of the audit committee of (iii) Médica Sur, S.A.B. de C.V., a Mexico-based company engaged in the hospital business; and (iv) Laboratorios Sanfer, S.A. de C.V., one of the leading companies in the Mexican pharmaceutical market. He is also a Senior Advisor for General Atlantic in Mexico, a private equity firm based out of New York. Mr. Castillo Sánchez Mejorada holds a Bachelor’s degree in Business Administration from the Anáhuac University, in Mexico City, Mexico. | | |
NOMINEES FOR ELECTION AS DIRECTORS
| Leonardo Contreras Lerdo de Tejada | | | | Non-Independent Director | Director since: | 2021 | | Age: 38 | Committees: | Corporate Governance, Special Nominating, | | Career Highlights: | | and Executive Committees | | Mr. Leonardo Contreras Lerdo de Tejada has been a director of the Company since May 2021. He joined AMC on September 10, 2018. He was appointed President of ASARCO in January 2019, Director for Commercial and Supply Chain of AMC in August 2019, President of IMMSA, a subsidiary of the Company that integrates the underground operations, in August 2020 and Chief Financial Officer of AMC in January 2022. Mr. Contreras Lerdo de Tejada has more than 10 years of experience in private equity, investment banking, and entrepreneurship. Prior to joining AMC, Mr. Leonardo Contreras Lerdo de Tejada founded and worked at Murano Capital in September 2015, a private investment vehicle. Mr. Contreras Lerdo de Tejada holds a BS in Industrial Engineering from Universidad Anahuac in Mexico City and earned an MBA degree from the University of Chicago Booth School of Business. Mr. Contreras Lerdo de Tejada is the son-in-law of Mr. German Larrea Mota-Velasco. Mr. Leonardo Contreras Lerdo de Tejada brings to the Company his operating, human capital, and financial skills from more than 10 years of experience in private equity, investment banking and entrepreneurship. | | |
NOMINEES FOR ELECTION AS DIRECTORS
| Luis Miguel Palomino Bonilla | | | | Independent Director | Director since: | 2004 | | Age: 64 | Committees: | Audit, Special Nominating and Sustainability Committees | | Career Highlights: | | | | Dr. Palomino is the President of the Peruvian Economics Institute (a think tank) since April of 2022, after having served as Director, Consultant and Chief Executive Officer since January of 2007. He is also a director of the Masters in Finance Program at the University of the Pacific in Lima, Peru since July 2009 and an Associate of the Franklin Delano Roosevelt Institute since December 2022 to date. Dr. Palomino is a member of the board of directors of Laboratorios Portugal (personal care products manufacturer) since September 2017, a member of the board of directors of Summa Capital, S.A. (corporate consulting firm) since April 2014, and was a director of Mall Aventura, S.A., from March 2021 to March 2023. Dr. Palomino was a member of the board of directors and Vice-chairman of the Central Bank of Peru (Banco Central de Reserva del Peru) from September 2016 to October 2021. He was the Chairman of the board of directors of Aventura Plaza, S.A. (commercial real estate developer and operator) from January 2008 to June 2016, member of the board of directors and Manager of the Peruvian Economic Institute (economic think tank) from April 2009 to August 2016, Partner of Profit Consultoria e Inversiones (a financial consulting firm) from July 2007 to July 2016, and a member of the board of directors and chairman of the audit committee of the Bolsa de Valores de Lima (Lima Stock Exchange) from March 2013 to July 2016. Dr. Palomino was Principal and Senior Consultant of Proconsulta International (financial consulting) from September 2003 to June 2007. He was First Vice President and Chief Economist, Latin America, for Merrill Lynch, Pierce, Fenner & Smith, New York (investment banking) from 2000 to 2002. He was Chief Executive Officer, Senior Country and Equity Analyst of Merrill Lynch, Peru (investment banking) from 1995 to 2000. Dr. Palomino has held various positions with banks and financial institutions as an economist, financial advisor, and analyst. He has a PhD in finance from the Wharton School of the University of Pennsylvania in Philadelphia, Pennsylvania and graduated from the Economics Program of the University of the Pacific in Lima, Peru. Dr. Palomino is a member of our Audit Committee and a special independent director nominee. He is also one of our “Audit Committee Financial Experts,” as the term is defined by the SEC. Dr. Palomino contributes to the Company his education in economics and finance, acquired from extensive academic studies, including a PhD in Finance from the Wharton School of the University of Pennsylvania in Philadelphia, Pennsylvania, his expertise, his wise counsel, and his extensive business experience gained from his past and current activities from serving as a financial analyst, including of the mining sectors in Mexico and Peru. | | |
NOMINEES FOR ELECTION AS DIRECTORS
| Gilberto Perezalonso Cifuentes | | | | Independent Director | Director since: | 2002 | | Age: 81 | Committees: | None | | Career Highlights: | | | | Mr. Perezalonso is a member of the board of directors of Gigante, S.A. de C.V. (retail and real estate) and Blasky (hotel chain in Baja California, Mexico). Mr. Perezalonso was Chairman of the board of directors of Volaris Compañía de Aviación, S.A.P.I. de C.V. (airline) from March 2, 2011 to November 2014. He was Chief Executive Officer of Corporación Geo, S.A. de C.V. (housing construction) from February 2006 to February 2007. Mr. Perezalonso was the Chief Executive Officer of Aeroméxico (Aerovías de México, S.A. de C.V.) (airline company) from 2004 until December 2005. From 1998 until April 2001, he was Executive Vice President of Administration and Finance of Grupo Televisa, S.A.B. (media company). From 1980 until February 1998, Mr. Perezalonso held various positions with Grupo Cifra, S.A. de C.V. (retail and department stores), the most recent position being that of General Director of Administration and Finance. He was also a member of the Advisory Council of Banco Nacional de México, S.A. de C.V. (banking), member of the board of directors and the investment committee of Afore Banamex (banking), the board and the investment committee of Siefore Banamex No. 1 (banking), Masnegocio Co. S. de R.L. de C.V. (information technology), Intellego (technology), Telefónica Móviles México, S.A. de C.V. (wireless communication), Marhnos Construction Company (housing construction), and Fomento de Investigación y Cultura Superior, A.C. (Foundation of the Iberoamerican University in Mexico). Mr. Perezalonso was also a director of Cablevision, S.A. de C.V., and a member of the audit committee of Grupo Televisa, S.A.B. from March 1998 to September 2009. Mr. Perezalonso has a law degree from the Iberoamerican University in Mexico City, Mexico and a Masters degree in Business Administration from the Business Administration Graduate School for Central America (INCAE) in Nicaragua. Mr. Perezalonso has also attended a Corporate Finance program at Harvard University in Cambridge, Massachusetts. | | |
NOMINEES FOR ELECTION AS DIRECTORS
| Carlos Ruiz Sacristán | | | | Independent Director | Director since: | 2004 | | Age: 74 | Committees: | Special Nominating Committee | | Career Highlights: | | | | Mr. Ruiz Sacristán has been the owner and Managing Partner of Proyectos Estrategicos Integrales, a Mexican investment banking firm specialized in agricultural, transport, tourism, and housing projects since 2001 and since January 2022, is a strategic advisor to Sempra Infrastructure, an operating subsidiary of Sempra Energy. Mr. Ruiz Sacristán has held various distinguished positions in the Mexican government, the most recent being that of Secretary of Communications and Transportation of Mexico from 1995 to 2000. While holding that position, he was also Chairman of the board of directors of the Mexican-owned companies in the sector, and member of the board of directors of development banks. He was also the Chairman of the board of directors of Asarco LLC. Mr. Ruiz Sacristán was Chairman of the board of directors and Executive President of IEnova, the Mexican operating subsidiary of Sempra Energy from September 2020 to November 2021. Mr. Ruiz Sacristán was Chief Executive Officer of Sempra North American Infrastructure Group from 2018 until September 2020. Prior to this appointment, Mr. Ruiz Sacristán was Chairman and Chief Executive Officer of IEnova from 2012 to 2018 and a member of the board of directors of Sempra Energy from 2007 to 2012. He is a member of the boards of directors of Constructora y Perforadora Latina, S.A. de C.V. (Mexican geothermal exploration and drilling company), Banco Ve Por Mas, S.A. (Mexican bank), and Byline Bancorp. Mr. Ruiz Sacristán holds a Bachelor’s Degree in Business Administration from the Anáhuac University in Mexico City, Mexico, and a Masters degree in Business Administration from Northwestern University in Chicago, Illinois. Mr. Ruiz Sacristán is one of our special independent director nominees. Mr. Ruiz Sacristán contributes to the Company his extensive business studies, including a Masters Degree in Business Administration from Northwestern University in Chicago, Illinois, his investment banking experience and his broad business experience as a former Chief Executive Officer of PEMEX (Mexican oil company), combined with his distinguished career in the Mexican government as a former Secretary of Communications and Transport of Mexico and as a director of Mexican-owned enterprises and financial institutions. Mr. Ruiz Sacristán also brings to the Board of Directors his informed judgment and his diversified business experience gained from serving on the board of directors and of the audit, and environmental and technology committees of Sempra Energy, a Fortune 500 energy service company, based in San Diego, California, as the former Chairman of Asarco LLC, and as the Chief Executive Officer of IEnova. | | |
NOMINEES FOR ELECTION AS DIRECTORS
| Jose Pedro Valenzuela | | | | Independent Director Nominee | Director since: | Nominee | | Age: 57 | Committees: | N/A | | Career Highlights: | | | | Mr. Jose Pedro Valenzuela is the Managing Partner of AB Capita, S.C., a Financial advisory firm for high and ultra-high net-worth clients since October 2021. He is a member of the board of directors, President of the Credit Committee, and member of the Risk Committee of Corporacion Actinver, S.A.B. de C.V., since 2021. He is also a member of the Board of Directors of Alterna Asesoria Internacional. From 1996 to 2021, he worked at Corporacion Actinver, S.A.B. de C.V., where he served as Chief Financial Officer and as the Chief Executive officer of Actinver Casa de Bolsa, among other key positions, and participated in the diversification, growth and expansion of the business. Mr. Valenzuela has a degree in Business Administration from the Universidad Iberoamericana in Mexico City, Mexico and a postgraduate degree in finance from the Tecnológico de Monterrey in Monterey, Mexico. He holds the following licenses from the Financial Industry Regulatory Authority (“FINRA”): a Series 24 General Securities Principal; a Series 7 General Securities Representative; and a Series 63 Uniform Securities and Figure 3 Investment Strategies Advisor from the Mexican Association of Stock Market Institutions (“AMIB”). Mr. Valenzuela is the nephew by marriage of Mr. German Larrea Mota-Velasco. Mr. Valenzuela brings to the Board of Directors more than 37 years of professional experience in the financial and investment sector and his diversified business experience gained through his participation as a director of other companies. | | |
How Do We Determine Each Element of Compensation?
Every year we provide our Common Stockholders with the opportunity to cast an advisory vote on executive compensation. At our annual meeting of stockholders held on May 26, 2023, 99.03% of the votes cast on said proposal were voted in favor of the proposal. Our Compensation Committee and management team believe this affirms our Common Stockholders’ support of our approach to executive compensation, therefore no material changes were made to our approach. We will continue to consider the outcome of future advisory votes on executive compensation when making future compensation decisions for the Named Executive Officers. In addition, a substantial majority of the votes cast on the Say-on-Pay frequency vote proposal in 2023 were in favor of holding a Say-on-Pay vote every year, and as a result, we have continued to hold this vote on an annual basis. In addition, a substantial majority of the votes cast on the Say-on-Pay frequency vote proposal were in favor of holding a Say-on-Pay vote every year, and as a result, we will continue to hold this vote on an annual basis. Summary: Our compensation practices are designed to comply with the requirements of Peruvian and Mexican law and with our goals and objectives to retain our key executives and reward them appropriately for their positive results. We continue to monitor our compensation practices to remain competitive in the marketplace and to reward our executives for results that are consistent with the long-term interest of our Company and our stockholders. Peruvian Compensation Practices: Our Peruvian compensation practices take into account many factors, including individual performance and responsibilities, years of service, elements of compensation mandated by Peruvian law, future challenges and objectives, contributions to the future success of our Company, the executive’s total compensation, and our financial performance. We may also look at the compensation levels of comparable companies. Our Named Executive Officers in Peru, Messrs. Oscar González Rocha, Raúl Jacob and Edgard Corrales, and Ms. Lina Vingerhoets received cash-based compensation, which is currently paid. The cash-based compensation has two principal components: base salary and bonus, which are discretionary, and compensation mandated by Peruvian law. We also sponsor programs to recruit and retain qualified employees working in Peru. Additionally, Grupo Mexico offers certain key employees, including our Named Executive Officers, eligibility under stock purchase plans. See the description of these plans under “Stock Purchase Plans of Grupo Mexico” below. The payment of bonuses to our Named Executive Officers is discretionary and we do not necessarily pay bonuses every year. The payment of bonuses and the amount of same depend on numerous factors including, among others, our financial performance, our intensive capital investment plan, our future cash flow generation from operations, and our liquidity in general. We do not provide compensation tied to specific pre-determined individual or Company performance criteria or long-term incentive compensation. The cash incentive payments granted to our Named Executive Officers are not based on pre-established performance targets or on targets that have been previously communicated to the executives. The granting of the award and the amount of each award are discretionary and substantially uncertain until we decide to award them. All our Peruvian employee compensation is denominated in Peruvian Soles. We convert the Peruvian Soles into U.S. dollars using the average exchange rate for the applicable period. Stock Options: We have not granted stock options or other equity incentive awards to any of our Named Executive Officers in Peru since 2000. The Stock Incentive Plan, under which options and stock awards could have been granted, expired by its terms on January 1, 2006. Stock Purchase Plans of Grupo Mexico: Grupo Mexico offers certain eligible key employees, including our Named Executive Officers, a stock purchase plan (the “Employee Stock Purchase Plan”) through a trust that acquires shares of Grupo Mexico for future sales to our employees, and employees of our subsidiaries and certain affiliated companies. Sales are at the approximate fair market value at the date of the grant. Every two years employees are able to acquire title to 50% of the shares paid in the previous two years. The employees will pay for shares purchased through monthly payroll deductions over the eight-year period of the plan. At the end of the eight-year period, Grupo Mexico will grant the participant a bonus of one share for every ten shares purchased by the employee. If Grupo Mexico pays dividends on shares during the eight-year period, the participant will be entitled to receive the dividend in cash for all shares that have been fully purchased and paid as of the date that the dividend is paid. If the participant has only partially paid for shares, the dividends payable with respect to the purchased shares will be used to reduce the remaining liability owed for such shares. No stock bonuses under the Employee Stock Purchase Plan were granted to our Named Executive Officers in 2023. Grupo Mexico also offers a stock purchase plan for certain members of its executive management and the executive management of its subsidiaries and certain affiliated companies (“Executive Stock Purchase Plan”). Under this plan, participants receive incentive cash bonuses that are used to purchase shares of Grupo Mexico and which are deposited in a trust. Messrs. Oscar González Rocha and Jorge Lazalde received a discretionary cash bonus of $98,874 and $130,079 respectively, in 2023, which was used to purchase shares under this plan. This bonus is reflected in the Summary Compensation Table under the Bonus column. Pension Plan: The Company has two non-contributory defined benefit pension plans covering former salaried employees in the United States and certain former employees in Peru. Messrs. González Rocha, Jacob, Corrales and Ms. Vingerhoets are not covered by our non-contributory retirement plans. They are covered by the Peruvian private pension system (“AFP”), a mandatory pension system. As required by Peruvian law, we retain every month a percentage of their salary and deposit the amount into their individual AFP accounts. The percentage of the monthly salary retained and deposited varies each year and has ranged from 8% to 10% over the years. Employees received in 1995 a 13.53% salary increase to compensate them for the new deduction established by Peruvian law to participate in the mandatory pension system. Messrs. Jacob and Corrales and Ms. Vingerhoets received a payment of $5,486, $2,040 and $1,869, respectively, in 2023 pursuant to the requirements of the AFP law. These payments are included in the compensation reported for Messrs. Jacob and Corrales and Ms. Vingerhoets. Severance Benefits:
How Do We Determine Each Element of Compensation?
We do not have corporate plans providing severance benefits to our Named Executive Officers in Peru. Our Named Executive Officers only receive severance benefits provided by Peruvian law. If the employee is terminated by us and he or she has a fixed-term employment agreement, Peruvian law requires that we pay the employee’s salary for the remaining of the term of his or her employment agreement. Peruvian law also provides that if the employee has been dismissed without cause, he or she is entitled to an amount equal to one and one-half times his or her monthly salary for each year of service up to a maximum of eight years or the equivalent of twelve months of salary. Peruvian law also provides that at the termination of employment an employee will be able to withdraw the full amount of the compensation for the years of service, known as “Compensación por Tiempo de Servicios” (CTS) in Peru and as further described below. Our Named Executive Officers in Peru do not have change of control employment agreements. Our Named Executive Officers in Peru, including Messrs. Jacob and Corrales and Ms. Vingerhoets, do not have employment agreements. However, Mr. Oscar González Rocha, our Chief Executive Officer, who is an expatriate, has an employment agreement described below. Expatriate Employees: Pursuant to Peruvian laws concerning expatriate employees, Mr. Oscar González Rocha entered into an employment agreement. The employment agreement is in effect for a term of one year and may be extended for additional periods. In accordance with the terms of the employment agreement, the Company has agreed to provide Mr. Oscar González Rocha (and any other expatriate employees) with benefits as required by Peruvian law. Under the employment agreement, Mr. Oscar González Rocha may resign at any time by providing us with 30 days’ notice. The employment agreement also provides that we may dismiss Mr. Oscar González Rocha for serious offenses as established by Peruvian law. Terminated employees are also entitled to receive severance benefits as required by Peruvian law. Our non-Peruvian contract employees and their dependents receive travel benefits to return to their home country at the end of each year and return to Peru at the commencement of each year of the contract. Additionally, this benefit includes travel to their home country at the termination of the contract. Discretionary Cash Compensation:
How Do We Determine Each Element of Compensation?
| (b) Bonus: |
How Do We Determine Each Element of Compensation?
| (b) Peruvian Legal Holiday and Other Bonuses: |
How Do We Determine Each Element of Compensation?
Additionally, as compensation for years of service or CTS, Peruvian law requires a deposit of one twelfth of an employee’s annual salary, vacation, travel, Independence holidays, Christmas, dependents and service award bonus, each year, for each employee (whether Peruvian or expatriate) working in Peru, as applicable. This amount is deposited in a local bank of the employee’s choosing, in an individual account, which accrues interest paid by said bank. For all legal purposes, the chosen bank acts as trustee of the deposited amounts. The CTS funds can only be fully withdrawn when the employee terminates employment. In 2023, the Congress of Peru passed a law that provided an exception to the CTS rules, which allowed employees to withdraw all or part of their CTS funds through December 31, 2023. In 2023, we deposited for Messrs. González Rocha, Jacob and Corrales and Ms. Vingerhoets, $54,032, $20,621, $17,415 and $12,539, respectively, as CTS compensation. For further details on the Peruvian mandated severance benefits see above under “Severance Benefits.” These amounts are reflected in the Summary Compensation Table under the All Other Compensation column.
How Do We Determine Each Element of Compensation?
We do not have corporate plans providing severance benefits to our Named Executive Officers in Mexico. Our Named Executive Officers only receive severance benefits provided by Mexican law or negotiated by us when we undertake workforce reductions at our operations. Our Named Executive Officers in Mexico do not have change of control or employment agreements. Discretionary Cash Compensation:
How Do We Determine Each Element of Compensation?
| (b) Bonus: |
How Do We Determine Each Element of Compensation?
| (b) Mexican Christmas Bonus: |
Summary Compensation Table(a)
Summary Compensation Table(a)
Gross Annual Compensation
| | | | | All Other | | | Name and Principal Position | Year | Salary | Bonus(b) | Compensation(c) | Total | | Oscar González Rocha | 2023 | $436,857 | $98,874 | $635,385 | $1,171,116 | | President and CEO | 2022 | $426,399 | $173,387 | $621,168 | $1,220,954 | | | 2021 | $421,409 | $185,936 | $854,740 | $1,462,085 | | Raúl Jacob | 2023 | $151,575 | $— | $257,074 | $408,649 | | Vice President Finance and CFO | 2022 | $147,946 | $— | $237,146 | $385,092 | | | 2021 | $135,205 | $15,699 | $292,057 | $442,961 | | Edgard Corrales | 2023 | $120,147 | $— | $226,983 | $347,130 | | Vice President, Exploration | 2022 | $117,271 | $— | $204,349 | $321,620 | | | 2021 | $115,898 | $14,487 | $275,631 | $406,016 | | Julian Jorge Lazalde | 2023 | $224,458 | $130,079 | $88,714 | $443,251 | | Secretary | 2022 | $191,405 | $51,265 | $80,978 | $323,649 | | | 2021 | $189,925 | $50,603 | $79,938 | $320,466 | | Lina Vingerhoets | 2023 | $92,697 | $— | $143,694 | $236,391 | | Comptroller | 2022 | $90,478 | $— | $132,408 | $222,886 | | | 2021 | $85,923 | $— | $183,233 | $269,156 |
Gross Annual Compensation
| (b) The 2023 cash bonus of Messrs. González Rocha and Jorge Lazalde reflects amounts paid under the Executive Stock Purchase Plan. |
Gross Annual Compensation
| • | $101,822 in 2023 as Peruvian legal holiday, Labor Day and Miners’ bonuses; |
Gross Annual Compensation
| • | $36,405 as a vacation bonus and travel in 2023; |
Gross Annual Compensation
| • | $39,040 in 2023 as Peruvian legal holiday, Labor Day and Miners’ bonuses; |
Gross Annual Compensation
| • | $14,924 in 2023 as vacation bonus and travel; |
Gross Annual Compensation
| • | $32,684 in 2023 as Peruvian legal holiday, Labor Day and Miners’ bonuses; |
Gross Annual Compensation
| • | $12,018 in 2023 as vacation bonus and travel; |
Gross Annual Compensation
| • | Mexican Christmas bonus of $19,337 in 2023; |
Gross Annual Compensation
| • | Mexican vacation bonus of $18,072 in 2023; and |
Gross Annual Compensation
| • | $23,575 in 2023 as Peruvian legal holiday, Labor Day and Miners’ bonuses; |
Gross Annual Compensation
| • | Vacation bonus and travel compensation in 2023; |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End No options to purchase shares in the Company or other equity incentive awards have been granted since 2000. No options, equity awards or equity-based awards were outstanding on December 31, 2023. The Stock Incentive Plan, under which options and stock awards could have been granted, expired by its terms on January 1, 2006.
Option Exercises and Stock Vested at Fiscal Year-End
Option Exercises and Stock Vested at Fiscal Year-End No options were exercised since 2000. No stock award vested as of December 31, 2023.
Severance Benefits
Severance Benefits As described above in the Compensation Discussion and Analysis, we provide severance benefits as required by Peruvian and Mexican law, as applicable.
PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE As required by the Dodd-Frank Act, we are required to disclose the ratio of the total annual compensation of our CEO to that of our median employee including (i) the median of the total annual compensation of the employees of Southern Copper Corporation, not including the CEO (“median employee”); (ii) the total annual compensation of the CEO; and (iii) the ratio of the total annual compensation of the CEO to the amount of the median employee’s total annual compensation. Based on the methodology described below, the total annual compensation of the median employee for 2023 was $52,775 and the total annual compensation of our CEO was $1,171,116. As a result, the calculated ratio of our CEO's total annual compensation to the median employee’s total annual compensation for fiscal year 2023 is 22.19 to 1. We used our entire global employee population, other than the CEO, as of a determination date of December 31, 2023 to estimate the median employee. To identify the Company’s median employee, we used a Consistently Applied Compensation Measure (CACM) of annual base salary for 2023 with values converted into U.S. dollars based on the average monthly exchange rate for 2023. We compiled annual base salary data for all employees and then selected our median employee from a group of employees with a salary within +/-1% of the median employee under the CACM. Our median employee is a full-time, hourly employee based in Mexico. After identifying the median employee, we calculated the total annual compensation for this employee using the same methodology we use for our named executive officers as disclosed in the Summary Compensation Table. Our pay ratio is a reasonable estimate calculated in a manner consistent with applicable SEC rules based on our payroll and employment records and the methodology described above. In light of the various different methodologies, assumptions, adjustments and estimates that companies apply as permitted under the SEC rules to determine the ratio, and because workforce demographic can vary across companies, our reported pay ratio may not be comparable to the pay ratio reported by other publicly traded companies. There have been no changes that we reasonably believe would significantly affect the pay ratio disclosure set forth herein.
PAY vs. PERFORMANCE
PAY vs. PERFORMANCE In 2023, the SEC adopted final rules requiring public companies to provide, starting with this proxy statement, a Pay versus Performance disclosure. The following Pay versus Performance table (the “PVP Table”) provides the disclosure regarding executive compensation for our principal executive officer, Mr. Oscar Gonzalez Rocha (“PEO”) and our named executive officers (“Non-PEO” “NEOs”) and the Company’s financial performance for the fiscal years 2023, 2022, 2021 and 2020 (each of 2023, 2022, 2021 and 2020, a “Covered Year”). The following table discusses Total Compensation as calculated in the Summary Compensation Table (“SCT”) and Compensation Actually Paid (“CAP”) in accordance with SEC rules for Mr. Oscar Gonzalez Rocha, our current CEO and the average of both compensation measures for our NEOs for the Covered Years. Additionally, the PVP Table discloses the selected peer group, as well as the Company’s net income, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023. The PVP Table also provides information about the results for certain measures of financial performance during each of the Covered Years. As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the PVP Table and related information for compliance purposes only. Neither the Compensation Committee nor the executives of the Company directly use the information contained in the PVP Table or the related disclosures as presented when making compensation decisions. Because we do not link executive compensation actually paid to the Company’s financial performance, we have not included any financial performance measures in the PVP Table or related disclosures below.
PAY vs. PERFORMANCE
| | | | | | Value of Initial Fixed $100 Investment Based on | | | | Year | Summary Compensation Table Total for Oscar Gonzalez Rocha | Compensation Actually Paid to Oscar Gonzalez Rocha (3) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEO's (4) | Total Shareholder Return (1) | Peer Group Total Shareholder Return (2) | Net Income (in millions) | | 2023 | $1,171,116 | $1,171,116 | $358,855 | $358,855% | 49.1% | 20.1 | $2,425.20 | | 2022 | $1,220,954 | $1,220,954 | $313,312 | $313,312% | 3.5% | 11.5 | $2,638.50 | | 2021 | $1,462,085 | $1,462,085 | $359,650 | $359,650% | -0.3% | 34 | $3,397.10 | | 2020 | $1,406,789 | $1,406,789 | $287,380 | $287,380% | 56.8% | 14.4 | $1,570.40 |
PAY vs. PERFORMANCE
| 1. | The comparison of total shareholder returns assumes that $100 was invested on December 31 of the prior year in Southern Copper Corporation and that dividends were reinvested when paid. |
PAY vs. PERFORMANCE
| 2. | The selected peer group is the S&P Metals and Mining Select Industry Index, which is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K. |
PAY vs. PERFORMANCE
| 3. | To calculate Compensation Actually Paid (“CAP") for the PEO on the PVP Table, there were no actuarial changes in pension value, pension related adjustments or equity award adjustments to report. Therefore, no adjustments were required to be made to the SCT total in accordance with SEC methodology for determining CAP for the PEO for each year shown. |
PAY vs. PERFORMANCE
| 4. | To calculate CAP for the Non-PEOs NEO’s on the PVP Table, there were no actuarial changes in pension value, pension related adjustments or equity award adjustments to report. Therefore, no adjustments were required to be made to the SCT total in accordance with SEC methodology for determining CAP for the Non-PEOs NEO’s for each year shown. |
PAY vs. PERFORMANCE
The following graph further illustrates the relationship between the Company’s total shareholder return and that of the S&P Metals and Mining Select Industry Index for the period indicated.
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS
2023 Director Compensation Table
2023 Director Compensation Table
2023 Director Compensation Table
| | Fees Earned | Stock | Stock | Stock | Stock | | | | or Paid in | Awards (a) | Awards (b) | Awards (c) | Awards (d) | | | Name | Cash ($) | $ | $ | | | Total | | Germán Larrea Mota-Velasco | $52,000 | $28,480 | $30,784 | $33,588 | $28,612 | $173,464 | | Oscar González Rocha | — | — | — | — | — | | | Vicente Ariztegui Andreve | $82,000 | $28,480 | $30,784 | $33,588 | $28,612 | $203,464 | | Enrique Castillo Sánchez Mejorada | $82,000 | $28,480 | 30,784 | $33,588 | $28,612 | $203,464 | | Leonardo Contreras Lerdo de Tejada | $52,000 | $28,480 | $30,784 | $33,588 | $28,612 | $173,464 | | Xavier García de Quevedo Topete (e) | $39,000 | $28,480 | $30,784 | $33,588 | $— | $131,852 | | Luis Miguel Palomino Bonilla | $82,000 | $28,480 | $30,784 | $33,588 | $28,612 | $203,464 | | Gilberto Perezalonso Cifuentes | $39,000 | $28,480 | 30,784 | 33,588 | — | 131,852 | | Carlos Ruiz Sacristán | $52,000 | $28,480 | $30,784 | $33,588 | $28,612 | $173,464 |
2023 Director Compensation Table
| (a) The dollar value reported is based on the closing stock price of a share of SCC’s common stock on the NYSE on the February 24, 2023 grant date, which was $71.20. |
2023 Director Compensation Table
| (b) The dollar value reported is based on the closing stock price of a share of SCC’s common stock on the NYSE on the May 1, 2023 grant date, which was $76.96. |
2023 Director Compensation Table
| (c) The dollar value reported is based on the closing stock price of a share of SCC’s common stock on the NYSE on the July 27, 2023 grant date, which was $83.97. |
2023 Director Compensation Table
| (d) The dollar value reported is based on the closing stock price of a share of SCC’s common stock on the NYSE on the October 27, 2023 grant date, which was $71.53. |
2023 Director Compensation Table
| (e) Mr. Xavier Garcia de Quevedo Topete passed away in October 2023. |
2023 Director Compensation Table
Each non-employee director receives compensation in the amount of $20,000 per year and $8,000 for attendance in person at each meeting of the Board. Commencing with the second quarter of 2021, the $20,000 annual cash compensation shall be paid quarterly and conditioned upon the attendance of each director to each Board meeting. For committee attendance the fee is $6,000. If the participation to the Board is by telephone conference the compensation is $1,000 for each meeting. All directors are reimbursed by us for all meeting-related expenses. We have a Directors’ Stock Award Plan which entitles our non-employee directors to an award of 1,600 shares of Common Stock upon election to the Board of Directors and are eligible to receive 1,600 additional shares of Common Stock per year thereafter. Commencing with the second quarter of 2021, eligible Directors receive quarterly awards of 400 Shares, contingent upon the attendance of each director of each quarterly Board meeting. The fair value of the award is measured each year as of the date of each grant. The award is not subject to vesting requirements. The information set forth below reflects the shares of our Common Stock granted under the Directors’ Stock Award Plan outstanding and held by each of the directors as of December 31, 2023.